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Tamboran Resources Corp

For the period ended Jun 30, 2025. Filed Sep 25, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Sep 25, 2025

TBN$28.90+3.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2025

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-42149

Tamboran Resources Corporation

(Exact name of Registrant as specified in its Charter)

Delaware93-4111196
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
Suite 01, Level 39, Tower One, International Towers, Sydney 100 Barangaroo Avenue, Barangaroo, New South Wales, Australia2000
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: Australia +61 2 8330 6626

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTradingSymbol(s)Name of each exchangeon which registered
Common Stock, $0.001 par valueTBNNew York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox

As of December 31, 2024, the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates as of such date was $221,466,938. As of September 24, 2025, the number of shares outstanding of the registrant’s common stock was 17,820,758.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Tamboran Resources Corporation Proxy Statement for the 2025 Annual Meeting of stockholders (“2025 Proxy Statement”) are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

Glossary of Termsii
Cautionary Note Regarding Forward-Looking Statements1
Summary Risk Factors3
Part I5
Items 1 and 2. Business and Properties5
Item 1A. Risk Factors31
Item 1B. Unresolved Staff Comments61
Item 1C. Cybersecurity61
Item 3. Legal Proceedings61
Item 4. Mine Safety Disclosures62
Part II63
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities63
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations63
Item 7A. Quantitative and Qualitative Disclosure about Market Risk73
Item 8. Financial Statements and Supplementary Data73
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure73
Item 9A. Controls and Procedures73
Item 9B. Other Information75
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75
Part III76
Item 10. Directors, Executive Officers and Corporate Governance76
Item 11. Executive Compensation76
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters76
Item 13. Certain Relationships and Related Transactions, and Director Independence80
Item 14. Principal Accountant Fees and Services80
Part IV81
Item 15. Exhibits and Financial Statement Schedules81
Signatures85

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